Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or under any of the terms, conditions or provisions of (1) the organizational documents of Company, (2) any Contract to which the Company is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Person, other than the Required Consents listed on Schedule 6.3; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company or any of its business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company Karat of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them it in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the CompanyKarat; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of Karat or the Company or KP Membership Interests under any of the terms, conditions or provisions of (1) the organizational documents of CompanyKarat, (2) any Contract to which the Company Karat is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company Karat is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Person, other than the Required Consents listed on Schedule 6.3;Consent; or (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company Karat or any of its business, properties, properties or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company AirSpeak of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them it in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the CompanyAirSpeak; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of AirSpeak or the Company or Shares under any of the terms, conditions or provisions of (1) the organizational documents of CompanyAirSpeak, (2) any Contract to which the Company AirSpeak is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company AirSpeak is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Person, other than the Required Consents listed on Schedule 6.3;Consent; or (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company AirSpeak or any of its business, properties, properties or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company Parent of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the CompanyParent; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of Parent or the Company or Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of CompanyParent, (2) any Contract to which the Company Parent is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company Parent is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Person, other than the Required Consents listed on Schedule 6.3; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company Parent or any of its business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders Parent with any Governmental AuthorityAuthority other than the filing of the Merger Certificate and compliance with applicable rules of the SEC, including without limitation, the filing of a Current Report on Form 8-K regarding the consummation of the Merger.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company IDVJ of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them it in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, including, without limitation, the filing of the IDVJ Amendment with the Secretary of State of Nevada, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the CompanyIDVJ; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of IDVJ or the Company or Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of CompanyIDVJ, (2) any Contract to which the Company IDVJ is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company IDVJ is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Person, other than the Required Consents listed on Schedule 6.3non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company IDVJ or any of its its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders IDVJ with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company SCI of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them it in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the CompanySCI ; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of SCI or the Company or ST Shares under any of the terms, conditions or provisions of (1) the organizational documents of CompanySCI , (2) any Contract to which the Company SCI is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company SCI is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Person, other than the Required Consents listed on Schedule 6.3;Consent; or (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company SCI or any of its business, properties, properties or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company of this Agreement and the other agreements, documents and instruments Transaction Documents to be executed and delivered by any of them it in connection with this AgreementAgreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or under any of the terms, conditions or provisions of (1) the organizational documents of the Company, (2) any Contract to which the Company is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Personnon-governmental third party, other than the Required Consents as may be listed on Schedule 6.35.3; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company or any of its business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders with any Governmental Authority, other than as may be indicated on Schedule 5.3.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company MOUNTAIN of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them it in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the CompanyMOUNTAIN; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of MOUNTAIN or the Company or Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of CompanyMOUNTAIN, (2) any Contract to which the Company MOUNTAIN is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company MOUNTAIN is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Person, other than the Required Consents listed on Schedule 6.3non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company MOUNTAIN or any of its its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders MOUNTAIN with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by the Company HOME of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them it in connection with this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of the CompanyHOME; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of HOME or the Company or Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of CompanyHOME, (2) any Contract to which the Company HOME is a party or to which any of its properties or assets may be bound, or (3) any permit, registration, approval, license or other authorization or filing to which the Company HOME is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Person, other than the Required Consents listed on Schedule 6.3non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company HOME or any of its its, business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company or any of its shareholders HOME with any Governmental Authority.